Maddening Heat
by FauxNocturne
Summary: Blake's in heat and a certain bunny happens by. Rated M for being a total lemon. Black Velvet, Futa!Blake. Warning: Very rough.
1. Chapter 1

**Present for a friend, posting here on her behalf. Enjoy!**

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For most of the students at Beacon Academy, a day off would have entailed a journey to Vale's markets or centers of entertainment. But for Velvet Scarlatina, it was a license to relax. Even after finding friends in the form of her teammates, she had remained a shy and quiet girl. The type who preferred to spend her time outside of the limelight, instead of being noticed only on the subject of her race.

These rare times when the school was mostly empty was her time to truly be herself, to walk the vacant halls with a bounce in her step and a happy twitch occurring with her ears every couple of seconds. That was, until she heard a sound far too close to painful grunting to be ignored as she passed by one of the many dorm rooms.

Her footsteps were light as she sped toward the door, the knob turning in her hand in the breath a moment and revealing a sight that set her back on her heels. There, on the bed furthest from the door, was Blake Belladonna.

The girl was naked, but that was far from the strangest thing that had frozen Velvet in place. Visible atop the silken black tresses of the supposedly human girl's hair were two furred cat ears, marking her clearly as a Faunus. Even more shocking was what the newly reveal cat-girl held in her hand: A long, thick cock that pulsed with each passing second as more blood flooded into the engorged member.

Silence continued to grip the room as Blake stared at Velvet, and Velvet stared at the foot long monster that was contained between the other Faunus' thighs. The more she inspected it, the more she became aware that Blake's animal traits extended past simple ears. Flesh colored spines ringed the area just below the head of the cock, pointing upwards as if in the throes of their own mini-erections, and summoning to Velvet's mind the imagined sensation of those raking her insides.

The musky smell of sex lingered over her senses, overpowered only by the sudden heat that was rising in her core in response to these developments. Wide amber-colored eyes stared back at her as she switched between staring at the twitching member and its owner's face. After a long pause, Velvet promptly turned on a heel and started a brisk walk back towards her own room, ignoring the frantic "Wait!" that followed after her.

Even as the door closed behind her, it opened again to reveal the same Faunus she had walked away from, and she spun to meet the intruder with a frightened gaze. Velvet was scared that Blake would hurt her, of course. She was only afraid that her own arousal would be noticed, from the heat that seared a blush onto her cheeks and the dampness that could be felt beneath the fabric of her tights.

Thankfully, Blake had donned a loose black robe before chasing after her, but those damned ears remained uncovered. The ears of other Faunus had long been a fascination of Velvet's, and the cute furred cat ears that twitched now before her were no exception. "Wait, you have to promise not to tell my teammates!"

"I.." She spoke hesitantly, her blush only growing as her gaze fell to the small gap in the robe as it was tented by the large member beneath it. She settled instead for a small nod, feeling her ears bob with the movement as her eyes remained glued to the previous area.

In the time it had taken Velvet to answer, Blake had discovered the rabbit's.. Fascination with her anatomy. In the depths of a heat-crazed mind, a plan formed without much thought to consequence. The shock of being discovered in the middle of pleasuring herself had shook her into a more rational semblance of mind, but now the desperate need to release, to mate, was returning. With it, came the relaxation of the fingers that held the robe closed, and the loose garment fell open to reveal her cock in its upright and hard position.

Doe brown eyes held fast to the member for a long moment before the rabbit feigned prudishness and glanced away, looking anywhere but at Blake as she took a step forward. "Maybe.." Her voice held none of the fear it had before, now containing only a predatory huskiness behind it. "There's a way I can convince you to stay quiet?"

There came a quiet moan from the rabbit at that, and those gorgeous brown eyes found her again with that same panic they had held before, but with something else within them this time. It was desire, it was the subtle grant of permission that drove Blake those last few inches until she closed her lips about the softness of Velvet's mouth.

Despite all timid signs, the kiss was returned with fervor. More importantly, fingers worked their way to the hem of her robe, settling with half of Velvet's hand on the clothing, and the other two fingers on the bare skin of Blake's thighs. But the predator was not so easily held back, as nails dug against the ridge of a skirt, pulling it downward with no attempts made at savoring the act.

Then those fingers returned to the waist of the rabbit Faunus, searching for the edge of the tights as the pair stumbled over towards the nearest bed. Their kiss broke a moment before Velvet cried out, falling backwards onto the mattress with cheeks that blazed a brilliant red in the face of such sultry actions. "I-I.. Y-You have.."

She did not get a chance to finish her sentence, as the cat pounced on top of her, silencing her voice with another kiss and the quiet pain of nails scratching against her thighs. Velvet felt her perky ass lift as the tights were tugged down her shapely legs as unceremoniously as the skirt had been. But this time there was a slight snag.

Blake started as the tights rose over a small bump on the back of the rabbit's rear, reaching over to pull the girl onto her side so she could inspect the cause. Sitting just above a lovely pair of panties was a fluffy tail of brown fur, a cute addition to an already attractive Faunus. Letting the older girl fall back into a comfortable position, Blake grinned down at her, silently voicing her appreciation for such a thing.

But this quiet exchange did not stop her from tearing those panties down to the joint of the rabbit's knees, burying them in the tights that had led the way. As she had suspected, a neatly trimmed bush awaited her above the object of her pursuit, the brown hairs in the center left longer than those on the outside of the ensemble. It was clearly meant to carry an artificial untamed look, even with its neatness, and that made her grin turn into something even more predatory. Her prey, unlike most other Faunus, had an inclination to embrace the wild side of their heritage.

Velvet could hardly believe that this was happening as she lay there, being undressed by a frenzied Blake and subject to the stares and examination that came with the lack of clothing. To her surprise, she found that the other Faunus was positively enraptured with her body, especially with the way that the cat studied her pubic hair. The look on the decidedly feline features rose a playful chill up her spine, and she knew that what was to come would be a rough, if pleasurable, experience.

Her fingers worked quickly to undo the buttons of the blouse the school had provided her, pulling the garment from her shoulders and exposing her bare breasts to the open air. Nipples had long since stiffened from arousal, standing proud as her assailant leaned back. She knew what the posture meant, by the way the cat displayed the cock before her.

Slinking up to a kneeling position at the edge of the bed, Velvet leaned across the expanse and wrapped her lips about the head of the member, suckling gently on the tip. Her effort was immediately rewarded with a low moan, and a shuffling stumble toward the bed that forced the dick further into her mouth. Pulling back and disengaging with a embarrassing slurp, she moved to kiss at the thigh next to the base of Blake's cock, staring upwards into amber eyes that were fixated upon her.

Turning her head, she rose a hand to grip the cock tightly as her lips parted and attached to the side of the base, not even managing to encompass half the massive organ in her attempt to pleasure the other Faunus. Her tongue darted out to lick across the bottom of the shaft, as her mouth sucked gently upon the skin.

She could taste the distinct flavor of sweat, but there was still another, a flavor that drove her arousal to even greater heights. She recognized it from the kiss she and Blake had shared, and her mind was able to provide her with a generous mental image of the activity the cat had been involved in prior to her bursting into the dorm.

There came a rough shove, knocking Velvet from her thoughts and down onto the bed. On her hands and knees, she twitched her rabbit ears as she crawled away from the other Faunus. It was not an attempt at escape, but at enticement, as she wriggled her rear with each movement.

Blake stared at the fluffy tail that shook with the motion of the rabbit-girl's ass, stroking herself as she did so. The saliva that coated her member was not her own this time, and that thought drove her onto the bed, nearly stumbling when those big brown eyes glanced back at her in a smoldering gaze.

Even if her prey desired this, she could not suppress the beast within, and Blake mounted the rabbit in a swift motion. A gasp of surprise escaped Velvet's throat at such an action, but that sound was suddenly warped into a loud cry of pleasure as Blake thrust the first few inches of her cock through the silky folds of the Faunus' pussy.

Velvet's knees almost buckled as she felt the massive organ stretch her virgin walls beyond anything they had been subjected to before, and pain wracked her stomach as she felt her hymen be torn asunder in the first moment. A more rational mind would have been afraid of what was to come, but the scent of Blake's heat had drove her into a frenzy: She didn't want this to stop until she was bred by the other Faunus.

The pressure on her pussy abated for a single moment before and even greater thrust forced her entrance wider and drove the cock in further. Five inches of Blake's meat now lay buried within Velvet's pussy, and all thoughts of pain melted into pleasure as she felt dozens of tiny spines on the shaft scrape against her walls.

Blake's hips retracted, and then the pressure came again, accompanied this time by a fierce grunt. Velvet arched her back and let her head raise up, opening her mouth to let out an ear-piercing scream as the head of the engorged cock slammed against an internal wall, bringing her out of the lust filled haze for a second as she tried to squirm off of the impaling member.

But the cat would not let her escape, would not let there be a relief from the pain that seared through her legs, as hands closed about her wrists and held her in place. The intruder withdrew once more, and just as an idea of hope entered the corners of Velvet's mind, a final thrust forward began.

The scream that had come before was nothing to the howl of agony that occupied Blake's thrust. Her hips mashed into the other Faunus' ass as the entire length of her cock rushed through the restricting tunnel of Velvet's pussy and forced the head of the member through the narrow opening of the rabbit's cervix.

The howl died down quickly into whimpering mewls of pain as Velvet tried to extract herself from the offending member. But soon, the haze of lust settled back over her, and she found herself attempting to thrust back against Blake, to bury even more of that cock into her womb.

The cat seemed to have the same idea, as the rhythm of their thrusts became more timed to force the massive member into Velvet's abused fuckhole in rapid succession. It wasn't long before she lost herself to the sensations of pleasure that accompanied each subsequent entrance of the cock into her womb, and her pussy clamped down as her body began to shudder in orgasm.

At the same time that Velvet gave herself over to the pleasure, she could feel each of the catlike spines extend and stiffen, holding the cock within her in place as Blake gave an loud grunt of effort with a last thrust. Then she felt it, the first spurt of warm cum that entered her womb, followed immediately by another.

She lost count quickly as seed began to fill her fertile womb, her hips bucking with each new addition as she felt the entire cock pulse within her depths. Though only seconds may have passed, for Velvet it felt as if an hour had transpired by the time Blake had emptied into her.

Both girls collapsed from their position, the cock within Velvet's pussy growing softer and withdrawing somewhat. She worried for a second that the seed trapped inside her would rush out, but Blake's massive girth served as a plug even in its deflated state, calming her worries as she worked to snuggle against the form of her mate.

* * *

Blake listened intently to the panting that mirrored her own, grinning like an idiot as she spoke. "That was.."

"Yeah.." Velvet answered breathlessly, the soft fur of the rabbit's tail tickling against Blake's navel as she listened. "It hurt, but.. I-I liked it." She didn't need to move to know the older girl was furiously blushing, feeling the heat from the freckled skin that covered the other Faunus' back.

Blake moved to kiss at a small cluster of those freckles near the girl's left shoulder, moving up to the nape of a neck before pressing her mouth to a human ear. "Now to clean you up.."

Velvet wasn't prepared for the sensation of being lifted with a cock buried inside her, letting out a rather loud moan that could be heard echoing out the open door to her dorm and down the hallways of Beacon. Given no chance to consider consequences if they were discovered like this, she felt the bunched up remnants of her tights and panties pulled off her feet and saw them discarded, before two soft hands gripped the edge of her ass and a whisper could be heard next to one of her rabbit ears. "Ready?~"

She was on her knees, back straight and pressed against the softness of Blake's chest, and she could feel the pulse of the cat's veins on the edge of her puffy folds. In such a position, she could do little more than give an unsteady nod that stopped short as the enormous girlmeat was pulled from her depths in a swift and premeditated motion. Velvet threw her head back and howled in delight, the bundle of nerves marking her most sensitive spot lighting up in a fit of hyper-sensitivity.

Plugged with so much of the other girl's thick and sticky seed, she felt it begin to slide out, and a hand moved to collect it. That hand was stopped when it brushed against furred ears, and a rough tongue dashed out of an open mouth and dug into her depths with little regard of how unbalanced she was becoming. "D-Dust!"

Her cry was met with an enthusiastic moan that vibrated into her pussy, and what followed that pushed her once more to the brink of the abyss: She heard Blake swallow. Blake wasn't just eating her out, the cat Faunus was drinking her own cum! Forcing herself to a state of clarity, Velvet counted. Two mouthfuls, three, a fourth, and then a fifth.

All semblance of thought was dashed into oblivion by the arrival of the sixth, and a torrent of Velvet's juices rushed down into the waiting mouth of Blake, mixing with the thick white of the cum already present. So caught up in yelling out in pleasure, the rabbit did not notice as she slipped out from under the older girl, catching the limp body as it came down from the throes of passion.

Holding a mouthful of their shared lovemaking, Blake leaned down and kissed Velvet with a full effort behind it, forcing her tongue into the more timid girl's mouth. This opening created a concoction of saliva and cum. One that they shared for a long minute before both gulping down their meal with a satisfied sigh. A full compliment of deep maroon accompanied the cheeks of the bunny girl that stared up at her, but beneath that blush was a grin that spelled further sin to come.

Blake was all too happy to oblige, helping the weakened girl into a position that left Velvet laying on her stomach, clutching the pillow to her chest while leaving her ass lifted into the air.

Using the lull to remove the robe that had hid her body for far too long, Blake watched the fluffy bunny tail twitch eagerly above a small and perky ass. When those gorgeous brown orbs found her once again, she made a show of displaying her body, waiting several seconds before letting her last hidden secret reveal itself.

A long, feline tail appeared from behind her, swishing from side to side. It's arrival was accompanied by a gasp from Velvet that drove Blake's grin from playful to entirely dangerous. She slunk up the length of the bed, position herself above her prey in a way that rested her foot long cock on the small of a smooth and freckled back.

The massive dick had hardened once again while they had shared the sloppy kiss, and the mere thought of that exchange drove Blake's eyes to the corners of Velvet's mouth, where the mess of cum still dribbled down her chin and painted her face in an even more attractive light.

But still the rabbit did not anticipate her intentions, as she rocked her hips back and positioned herself, holding the head of her cock to the tightly clenched rosebud of Velvet's asshole. Wide, frightened eyes glanced back just in time for her first thrust, a slow and methodical approach that cause the girl beneath her to squirm and mewl in discomfort as the sphincter struggled to keep the attempted invasion at bay.

Leaning down, Blake whispered softly into the furred rabbit ear of the other girl. "Relax, or I go in my way." To enunciate her point, she nipped gently at the nearby ear, finishing the gesture with the growl of a predator.

But the bunny seemed enticed by that option, further closing her legs so that the cheeks of a tight ass gently closed around the head of Blake's cock. "Mm, fine then." Her threat was not an empty one, and the teeth that grazed at a bottom lip as the rabbit looked back at her told her that it was going to be fun following through.

Reaching out to grab hold of two slim wrists, Blake began by pinning Velvet beneath her, straddling the older girl and grinning as she maneuvered herself into position. The combined force of her weight on the rabbit's legs and the hold she had on the wrists allowed her to keep Velvet steady as she began to push the head of her cock against the tight entrance to a compact ass.

At first, there came only the sharp gasps and the squirming that had been there before, but then Blake truly began to make good on her threat. The muscles in her legs tensed as she drove herself forward, relishing in the scream that emanated from Velvet's lips as the tight little rosebud first began to split and then collapse inward, allowing her entry via brute force.

And then it was her turn to let out a cry, this one of pleasure, as she felt a tight ring settle on the bottom ridge of her cocks head. The form beneath her shuddered in pain, but she was far too enraptured by the pulsating sensation around her girlcock to care.

With no satisfying way back, she committed to moving forward, leveraging her hold on Velvet's arms to drag herself up the bed and bury her dick further into the waiting warmth of the bunny's ass. With grunts of frustration matched with subdued screams into a bitten pillow, she finally managed to hilt herself into the more submissive girl.

Crying out as she collapsed atop the bunny, she nuzzled into the mess of brown hair and kissed at the cheek buried beneath. She savored the way the older Faunus was panting, and the way that the small whimpers were drawn out a second too long, turning into pained moans of pleasure.

With her bum feeling as though it was on fire, Velvet found her way back to a more lucid thought process, and wondered quietly to herself why she was enjoying being so thoroughly dominate, so thoroughly fucked.

Perhaps it was the way that Blake looked at her, as if she was a piece of meat, that excited her. Perhaps it was the way the cat accepted her, found her attractive in a way she feared another individual never would.

Or maybe feeling this full was just right for her, even with the pain. It scared her, how much she enjoyed the dull throb that had set into her abused asshole, how each new pang that tore at her sphincter caused another increase in the wetness that was streaming down her legs at this point. Dust, she needed to be fucked even harder if she was to ever break out of this haze that Blake's heat had put her under.

And it seemed the answer to her dreams had arrive when the cat slowly rose off of her. At first, she thought the younger girl was going to withdraw, and so she braced herself for more of the roughness that had come before. Instead, the cry that pierced her lips was one of immense pleasure. As she felt a furred appendage stab into the depths between her legs.

Weak knees barely supported her far enough off the bed to look down between her thighs, to the black cat tail that was now thrusting in and out of her pussy. Blake was tailfucking her! So caught up in the arousing sight, Velvet failed to register that she needed to be ready.

The girlcock buried in her ass withdrew, the spines ringing its shaft pulling at the raw surface of the flesh within, and igniting a dozen tiny fires of agony within her body to match the joy that having that tail explore her was bringing. No mercy was given to her confused body as hands wrapped around her chest, mashing her small breasts and pull her back up into the lap of a waiting cat.

There, Velvet was bounced like the bunny fucktoy that she has become for her mate, both ass and pussy being fucked so fully that she could feel the sides of the tail brush against the shaft of the cock. A sensation that drove her to even greater heights when she realized she was feeling her own insides rub together due to Blake's massive size. She began to alternate between screams of passion yelled out at full force and cries of suffering quieted by lips far too occupied by a more dominant pair.

Kissing Velvet to keep her quiet was less out of fear of being discovered, and more because Blake needed something to occupy her as she gazed over the slender shoulder of the girl she was fucking. Impaling the bunny over and over on both of her appendages wasn't quite enough to throw her over the edge. But what she saw between the older girl's thighs was.

Velvet came as she watched, and the rabbit girl came hard. Girlcum sprayed out from the swollen lips of a pussy, costing the headboard of the bed in a new coat of polish as the canals Blake occupied clenched down and trapped her tail and dick far inside her prey.

That sensation, of being both milked and pulled at the same time, allowed her to throw her head back and led loose the flood that waited. The sack beneath the base of her girlcock, with balls that were still weighted down with the seeds her heat demanded she plant in a female, tightened and churned. She felt the torrent explode inside of Velvet's ass, emptying at an alarming rate and quickly filling the stretched canal.

A mess of sticky white shot out past Blake's cock, but still more emptied into the poor bunny, expanding the slim stomach and obscuring taut muscles under an illusion not too different from pregnancy. The girl in her arms groaned at the inflation, small hands rubbing over the stretched belly in a futile measure to keep it from growing.

Finally, the torrent of cum slowed and stopped, leaving a small puddle dripping down between the two girls in a way that made Blake's cock twitch inside Velvet. The rabbit girl cried out at that, still so sensitive from her rough and forced entrance.

It seemed then that exhaustion overtook the inflated Faunus, and Velvet collapsed atop Blake, held up only by a tired grasp and the cock that was speared into her ass. With a chuckle at the fact she had literally fucked the girl to the point of passing out, Blake slid her hands down the smooth and stretched portion of the bunny's belly before settling them on the slim hips, marveling at how such a small creature had taken her size so well.

Pulling upwards, she managed to dislodge both her tail and cock, but was wholly unprepared for the deluge of cum that came once she removed the plug from Velvet's ass. It poured down her member and her stomach, drenching the bed beneath them until the dozing rabbit was nearly empty.

Blake watched with a sense of satisfaction as the girl fell forward into a compromising position, her face in a pillow and her ass in the air. It was that position that allowed Blake a clear view of the damage she had caused. Small tears could be seen around the bunny's sphincter as it struggled to close and tighten after being forced open so violently.

Frowning, Blake leaned forward and buried her face into the crack of Velvet's ass, reaching out with her tongue to lick at the abused little star as a cat might lick its wounds. She was rewarded with a glob of her own cum that dribbled through the now loosened opening, a prize that she swallowed happily before leaning back with a sigh.

For all that she had done with Velvet, she still felt unsatisfied. The heat that had overtaken her since she had woke up this morning had still not abated. Even now, the length of her foot long girlcock was beginning to harden once again, her balls already working to replace what had been lost.

As she reached down and gathered a small handful of juice from the dripping thighs of the sleeping rabbit, Blake absentmindedly began to rub along the shaft of her cock, stopping only when she heard a small squeak behind her.

Turning in a rush, she barely registered the way her cock slapped against her thighs as she stared into the gorgeous silver eyes of one Ruby Rose. The armful of books told her the answer to her first question, that her team leader had not gone into Vale, but had instead stayed behind to study.

And the look in the younger girl's wide eyes told her the answer to her second: Ruby Rose was staring at her cock with an expression only a few degrees short of unleashed lust.

It was the scent, Blake knew. The scent of a Faunus in heat would cause a surge in hormones in those around them, particularly the hormones associated with a desire to mate. But in those who already held some attraction to her, Blake could drive them to wild and uncharacteristic heights, much as she had done to Velvet.

Lacking the will to do otherwise, Blake relaxed into a more comfortable position beside the sleeping Velvet, patting a hand on the cum covered rump of the rabbit Faunus. Half-lidded eyes turned to Ruby and posed the third question, in a voice that was simply soaked in desire:

"Join us?"


	2. Chapter 2

**Admittedly entirely self-indulgent and overdue. Enjoy!**

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A break in the routine of Beacon was usually a cause for celebration for Ruby Rose, but not this weekend. The looming threat of scores dipping ever lower on tests and assignments spelled a few days of homework and study in the library of the Academy.

Normally one for not studying, her sudden burst of initiative was nothing more than a last ditch effort to improve what grades she could to the level of passing by the end of the term. The one thing she didn't count on was that her trip back to the dorm of team RWBY would reveal the door left open, and cries of pain coming from down the hall.

"Join us?" ..Or at least she had thought they were cries of pain.

The scene before her was far outside what her young mind could process in the few seconds since she had burst in through the door to team CFVY's room, only to find one of her teammates in there. Naked. With Velvet in a more-than-a-little-compromising position.

The rabbit Faunus was laying face down on the bed, fast asleep and with her perky little backside up in the air. Lacking any clothing at all, the brunette was affording Ruby a clear view of a freshly fucked bum, and the swollen pink lips of a satisfied pussy. More importantly, a clear view of the cum, sweat, and juices that utterly soaked the lower half of the bunny girl.

Even as she watched, the tight star centered in between Velvet's cheeks shuddered and released another drip of thick white cum, one that dribbled down the inside of a pale thigh as it slid towards the ruined sheets of the bed. Tearing her eyes away from the shocking and incredibly arousing scene, she looked over to where Blake sat.

Her teammate was propped up against the headboard, a lazy hand draped over the smooth skin of Velvet's back, gently petting the sleeping girl in appreciation. The other hand was much more busy, sliding up and down the shaft of a foot long cock covered in tiny, animalistic barbs, while golden eyes stared at her.

It was so unusual to see Blake so brazen and confident, and yet so forceful was the gaze that came Ruby's way that she stumbled a few steps closer to the bed, her arms dropping the pile of books she had retrieved from the library. Her keener senses seemed to dull the longer she remained in the room, but no thought of leaving ever entered her mind as there came a certain tightness to the panties that lay beneath her tights.

Blake grinned at her as she approached the edge of the bed, baring pointed canines as she was all but overwhelmed by the scent of sex and a haze of lust that was setting in. Ruby hadn't exactly been opposed to the situation upon her arrival, but she felt so emboldened by the cat Faunus' request to join the two.

She felt the heat that came on stronger the closer she got to her teammate, dulling her reasoning and making her so much more willing to participate instead of blushing and retreating from the room. Such was the power of a Faunus in heat.

It was a few seconds before she realized that Blake had moved, only pulled from her thoughts when the sloppy tip of massive girlmeat jabbed against her bare chest. Her cloak and blouse already undone and torn from her upper body, left in a pile on the floor. Soft lips pressed against hers, conveying the neediness of the other girl, and impressing upon her the desire to mate at this very instant.

A hand dipped beneath the ruffles of her skirt in an attempt to please her during the kiss, and Ruby's hips jerked when those fingers found their mark. Blake was equally surprised, drawing back with an incredulous expression before an even wider grin found its way to her lips. "I never would have guessed you were like me, Ruby.." Then a finger grazed and even more sensitive area. "Ooh, not that much like me. Good.."

The words paralyzed her, as a hand explored all that there was to know about the anatomy between her legs, a much smaller(when compared to Blake's rather gigantic specimen) cock that strained against the fabric of her panties, soft puffy folds laying just beneath the small sack. A lithe form slid from the bed and circled around her, studying her body before hands dashed into the area between the edge of her skirt and her thighs and desperately worked the garment down her legs.

She stepped free of it, wearing only a pair of tights now to hide her underwear. But the light clothing did little to hide the small bulge present, leaving her feeling as if she might seem underwhelming compared to a beast of Blake's size.

Her concerns proved unfounded, as the other girl seemed incredibly interested in freeing her member from its prison. The fervor that Blake worked at caused a blush to ignite to even greater heights, burning on Ruby's cheeks and across the bridge of her nose as her tights were simply shredded to allow the cat Faunus access, left in tatters about her slender legs.

All that stood in Blake's way was a cute pair of white panties that sported a dash of roses patterned across it, a barrier that she took the time to slowly pull outward. The head of the cock within was teased downward, the tension driving its owner crazy for a few moments before it finally popped free. She relished the cute noises of sexual frustration that the younger girl made.

Much smaller than her own, the small pale cock stood erect at a full length of four inches. From a glance upwards, she could see that Ruby was concerned she would disappointed, but Blake was truly anything but. Determined to show her new partner that the size did not bother her in the least, she leaned in and trailed her tongue from the base to the tip.

She let the edge of her tongue linger on the throbbing organ, staring into the silver eyes that were gazing back at her, with Ruby's mouth open in an expression caught somewhere between pleasure and surprise. Poor girl had probably never had her cock sucked.

Blake was more than happy to help, bringing the head of the manageable member into her mouth and lowering herself onto it, maintaining a dominating sense of eye contact as she enveloped the smaller girlcock. Her ministrations rewarded her with her first taste of the scythe wielders pre, a salty taste that led her into a deep sucking motion.

The sensations from the cat girl proved too much for Ruby, and her legs gave out. Falling into a sitting position on the bed, she gulped at the predatory way Blake licked at her lips. It took a full second to realize that one of her own hands had snaked between her thighs and begun to stroke at her dick, pumping it in and out as the Faunus moved around her.

In one moment, she was glancing over a shoulder at Blake, who was reclining into a sitting position against the headboard of bed. In the next, she was pulled into the waiting lap with little difficulty by her older teammate. In any more reasonable situation, she would have objected to being nude and so blatantly about to commit such acts in front of someone else, but beneath the haze of heated lust, the idea that Velvet could wake up anytime only caused her four inches of girlmeat to twitch in her hand.

Blake could see the way her young prey was masturbating at the mere thought of continuing, and knew that what Ruby needed was to be filled. With cock, with seed. She needed to mate with the girl, she needed to make her leader into another of her lovers.

Ceremony and gentleness had no place with Velvet, and she allowed no such thoughts with Ruby. Strong arms lifted the smaller girl and pressed her down upon the head of the massive cock between Blake's thighs. Cries of panic quickly escalated into cries of pain as she speared into a virgin ass, aided only minutely by the layer of cum left over from her last copulation.

But a dry ass was hard to fuck, and so Blake set to work, pumping only an inch in before pulling a half out. "B-Blake!" Looking up and finding tear filled eyes waiting for her, she ignored the cry, and stretched up to kiss the younger girl to quiet her. But this proved only a distraction, to allow a momentary relaxation of Ruby's body as her muscles tensed and thrust the brunette down upon her massive girlcock.

It impaled the smaller girl, bringing a scream so conflicted that Blake could no longer tell if it was from pain or sheer excitement. She was fully hilted in Ruby, and could feel the soft flesh of her leader's bum grinding against her bare thighs. "So.. Tight!" Wide eyes looked back at her, full of fear, but with a flash of defiance. As if their rank on the team determined the dominate one in this situation.

Blake dug her sharp nails into the soft sides of Ruby's thighs, letting the younger girl know who was in control, and a whispered promise delivered her intention. "Just because I'm on the bottom, doesn't mean I'm not leading this dance.. Be a good girl and get me off, I'll let you have some fun."

The ridges of Ruby's anus convulsed around her cock, bringing her no end of pleasure as her full length lay inside the younger girl's body. A glance over a slender shoulder afforded Blake a generous view of the full four inches of another cock standing tall and proud between pale legs. Ruby was ready to be raised up.

Using her strength to rip the tight entrance up the barbed shaft of her own cock, Blake got it to the point where only her head was present within the other girl, and then she let go. Ruby screamed, for the first time fully in the throes of satisfaction as her rear was invaded once again. It felt as if she was being ripped apart, the dry canal tearing in several places as she was used like a rough fucktoy.

Blake needed to give no further instruction, as together they began to thrust against one another and then pull away, and she was truly rode as hard as she was trying to fuck. Each time she was drawn from the tight embrace, a new streak of red colored the skin of her shaft, and the pain she saw in each expression from the younger girl only drove her ever onward. It was inevitable from the moment her dick had tasted the sweet rosebud of Ruby's ass, but she felt the end coming quicker than it had with Velvet.

Cries of passion escalated as she brought Ruby down into her lap once more, burying herself fully into the tiny rump of RWBY's team leader. She felt the barbs that lined her shaft rake the sides of the anus, holding the seal tight as her sack churned and delivered the first spurt of cum to the beautiful body she held in her hands.

Ruby felt her own eyes widen as warm splashed up into her ass, driving her arousal past the point of breaking. Her own sack tightened and released a thick rope of white into the air as her orgasm overtook her body. It seemed that Blake suffered no such loss of control, as she was lifted and fell back onto the Faunus' lap once again.

The movement caused her cock to sway wildly as it continued to shoot out rope after rope of her seed. Some splashed across her bare chest, glazing her right nipple and trailing down to her belly button. Another spurt painted the small of Velvet's back, and a glance showed Ruby that the rabbit was awake again and watching them with a fascinated expression. The final spurt went off the edge of the bed, to the floor below.

She fell limp on top of Blake, still feeling the rush of her orgasm as more of her teammate's cum was forced into her backdoor. It left her feeling full, as if she had ate too much, and as she looked down, Ruby found that her stomach was slightly inflated by the sheer volume that Blake had emptied into her.

Giggling deliriously, she laid back into the cat girl, earning a nip at her ear for her efforts. It was strange, to see a small puddle of cum and blood growing beneath her and feel none of the pain she should be. In fact, it just kept her hard. As if guessing at her thoughts, a low, sultry voice sounded from her mate. "That was fun.. Now for your reward."

She glanced at Blake and followed the gaze of amber eyes to where her reward lay. Velvet was awake, and watching her with a hungry look that ignited another fierce blush across her cheeks.

Ruby was given no warning before the obstruction of her anus was suddenly vacated, and she felt the warmth of a cum river begin to dribble out of her stretched asshole as she crawled on top of Velvet. The rabbit was waiting eagerly as their lips met, exchanging a sloppy kiss as she thrust against the inside of a wet thigh.

She felt fur tickle against her sack, surprising her enough that she pulled back to examine the source. A soft bunny tail wiggled beneath the rear of the older Faunus, a cute addition to an already gorgeous girl who lay before her. Once again, she moved to thrust into a waiting pussy, only to miss.

"Let me.." Velvet practically purred at her, and slender fingers wrapped around the shaft of her sensitive cock, causing her to buck for a moment before allowing herself to be guided. Pushing into the grip, she eventually found the head of her prick slipping through the soft folds.

The girl beneath her released her cock, and she hilted with little difficulty. Again, she worried her size would seem insufficient compared to Blake, but Velvet wrapped arms and legs around her and moaned in delight. For a brief instant, Ruby considered that she had just lost her anal virginity, and was now in the process of losing any other semblance of it to a completely different girl, but such thoughts were swept away as she felt the warmth of the brunette's depths welcome her by tightening around her slim girlcock.

Moaning out as she withdrew, she only made it halfway before the rabbit's legs tensed and forced her back in. Surprised by being leveraged in such a way, she stared down into the round brown eyes that smoldered a look back at her. Velvet pulled her down into a sweet and gentle kiss and held her there, buried within the soft pussy.

As Blake watched, the rabbit guessed at her trap and held her prey in place, exposing the pulsating rosebud of a torn asshole towards her. It must have been a gallon of cum that she had emptied into the youngest girl, given that the tiny ass was still leaking sticky white seed down pale thighs. Tiny rivers of red could be seen alongside the white, a reminder that she hadn't just rode Ruby, she had ruined the poor girl's rear.

Ruby received no warning of the trap until it was too late, as a weight leaned down on top of her and her still leaking anus was plugged in a single, mind blowing instant. Blake had managed to sneak around behind her, and had hilted into her once again.

For Ruby, there was no room to be angry when she was in paradise. Completely filled from behind and completely enveloped from the front. She tried to pull out of Velvet, only to find that Blake followed her movements. When she reached the end of her length and was about to thrust, she found herself driven forward by the massive girth of a larger girlcock forcing itself up her ass. Blake was practically fucking them both!

Each attempt at control of the situation was battered aside by a rough thrust from Blake that lit her backside up in a flare of pain, or a gentle kiss from Velvet and whispered words of guidance. It wasn't long before she lost all will to resist and simply submitted to being used by both girls, and Ruby found herself pressed so close to the rabbit beneath her that soft lips grazed her ear. "Fill me. Breed me."

She pulled back sharply, assuming that she had heard wrong, but all that waited was a sly grin from the rabbit that slowly melted into a lustrous moan as the force from behind buried her into the soft depths of the older girl's pussy. "I-inside?!" Barely able to form even that simple word, her groan of pleasure cut out the response from Velvet, but it did not block the lusty nod that she was given.

She was pulled into the same tight hug from when she first heard those whispered words of arousal, and now they were repeated like a chant, driving her ever toward an explosive finale. But it seemed that her ruined backside was having a more profound effect on Blake behind her. She felt the first of the warm cum enter by the way the tiny fleshy barbs scraped her tunnel on the final thrust, and soon she felt her stomach strain as a new load joined the still hefty amount from the first.

As it had when she had been sitting in Blake's lap, her stomach would have expanded if she were not pressed so tightly between the two other girls. Left with no other place to go, Ruby felt her stomach churn as it was filled from the wrong direction and began to overflow.

Velvet, of course, noticed what was going on as she watched Blake tense up and release another load deep within the youngest girl between them. All too eager to push the scythe-wielder over the edge and be bred by the dick inside her, she tightened her legs on the slimmer hips of her lover and began to grind along the four inch shaft as her lips mashed into Ruby's with a renewed vigor.

For a moment, she could swear she tasted cum in the young leader's mouth, but could not recall Ruby ever receiving such a treat from Blake. Memory seemed not to matter, as Velvet received a veritable mouthful of the seed through the kiss, the taste unmistakably caught between salty and sweet.

Her eyes widened as she realized that Blake had filled Ruby so full of cum that any new seed being pumped into the younger girl's rump was being shot out through the human's open mouth into their shared kiss. The thought drove her utterly insane, as the tight walls of her pussy clamped down on the dick within their depths and she sprayed the bedsheets beneath her fluffy bunny tail with girlcum.

Either in response to her own orgasm, or to the way that she had literally been filled with Blake's cum, Ruby finally gave in and came in the hardest possible sense. Her smaller sack emptied in a matter of seconds and filled the womb of the rabbit she had been fucking, breeding the desperate bunny as she had been asked.

But whether by arousal or a sheer overload of pleasure, she continued to cum in unison with the two older girls, finally breaking the messy kiss to cry out. Her hasty movements were in line with the last forceful spurt from Blake's dick buried in her ass, and an explosion of cum erupted from her mouth to cover most of her face in the sticky seed.

Blake, still coming down from her climax high, watched with a deep satisfaction as white exploded out of both ends of her team leader. Such a small body could only hold so much cum, and she had felt the churning of Ruby's prostrate that signaled the younger girl had emptied at the same time she was being filled. Over the slender pale shoulder, she could see Velvet's half-lidded eyes staring up at her, a sloppy smile on the rabbit's face.

Giggling at the two streams of cum that were trailing of of the corners of the bunny's mouth, she leaned forward to kiss the other Faunus. Her movements earned a groan of pain from the girl caught between them, a sound she ignored as she shared in the taste of her own seed before withdrawing. "Mm, still one hole that hasn't been filled.. Will you get her ready for me?"

A lick along luscious lips accompanied the nod that Velvet gave her, and Blake retreated from the two lovers to give herself some time to prepare. Her heat ensured that she had a near limitless supply of cum, but her stamina still needed to recover after such a rigorous work out. Pulling from a ruined rosebud with a satisfying pop, she roughly slapped a pale cheek of Ruby's ass, before leaning back on the bed and idly playing with herself as she watched.

Still practically comatose from the brutal fucking she had received, Ruby was easily maneuvered into a position between Velvet's legs, laying back against the naked bunny as hands trailed over her body. Slender fingers dipped beneath her sack and toyed at the pink folds they found there, teasing her back to consciousness with the tickle of pleasure.

Her eyes slid open to a sight of Blake leaned back on one hand, while another was lazily stroking a flaccid cock back to its monstrous length. An unbidden moan slipped through her lips as a finger traced the inside of her slit, and she coiled into Velvet in response. The rabbit's soft body was warm, comforting her as she was gently coaxed back into an aroused state.

There came a soft squelching noise before the bunny lifted a hand before her eyes. The middle two fingers were utterly drenched in white seed, Ruby's own from the folds of Velvet's pussy, and a substantial pool of the cum sat in the palm of the Faunus' hand. This revelation brought a sense of confusion to her, contrasting greatly to the way the older girl had begged to be bred earlier.

The bunny's plan was revealed when the soaked fingers dipped between her legs and suddenly thrust up inside her. Ruby felt her eyes shoot open as she realized that the older student was planning on fingering her with her own cum, and she mewled in discomfort as the tips of the rabbit's digits grazed against her hymen. "W-won't I..?"

"Shh.." Penetration was not Velvet's goal, and she worked hard to massage the pool of Ruby's seed into the girl's folds, managing to get a fair amount in before she cupped the virgin pussy. She pressed her lips to the soft, sweaty flesh at the nape of the slim neck that nestled against her shoulder, her eyes wandering lazily over to where Blake sat.

The cat girl was utterly enthralled, clearly turned even more on at the thought of fucking Ruby using the girl's own cum as lubricant. The foot long cock throbbed in a desperate, needy grasp, but Velvet wanted to savor the moment. She used two fingers to spread the virgin lips of her lover's cute snatch, displaying to the Faunus that was going to tear the entrance open.

Even as she did, she felt warmth begin to drizzle down her stomach, the excess cum left inside Ruby finally making its way through the gaping remnants of an asshole. It seemed the capacity to blush had finally returned to her, and she felt a new sort of arousal as she watched Blake saunter over on all fours, member swinging back and forth with each knee moved to a new location.

"Blake, please.." Wide silver eyes gazed back at Blake as she approached the girl, filled with a strange mixture of both fear and desire. It brought a single sliver of rational thought back to her mind, pushing through the heat as she stared down at Ruby. For a solid second, she basked in the awareness of what she was about to do, and the guilt that nagged at her thoughts until the human girl whispered out the next two words. "..Be gentle."

A grin split her lips, as she leaned in to kiss the younger girl. Her tongue slipped into the human's mouth as she pressed the swelling head of her cock to the virgin entrance. Breaking away for one single moment, she gave a slow nod as she pressed in, feeling the folds of the girl's pussy slowly begin to accept her.

Gone was the desire to take what hole she wanted, gone was that insatiable need to go as quickly as possible to breed as many as possible. The drive of her heat was overridden by the subject of her affections, the young Ruby Rose, who was staring directly back at her as Blake pushed the tip of her clock against the wall of a hymen.

She had desired this before, desired her. It wasn't so hard to admit to herself now, but she had been scared what Ruby would think of her masculine addition. Now she was going to take the girl's virginity, and leave a substantial load in the womb that waited inside, all she had to do was push.

The hymen gave way slowly, breaking apart as she applied a small amount of increased pressure as the seconds passed. To watch Ruby's face and see the pain flare up as the brunette's features twisted into a grimace was fascinating for Blake. And then it gave way, and an ear splitting shriek escaped the younger girl as the massive member obliterated the wall and slid a few inches into the unbelievably tight pussy.

Silencing her lover with a kiss, Blake's gaze wandered to the rabbit that held the human girl, finding Velvet utterly enraptured with the display. Soft hands trailed down her's and Ruby's sides, the only interaction the other Faunus had taken in the copulation.

Pulling back from the younger girl, Blake's patience had reached it's end, and the rationality of her mind was once again swept away with her heat. A glance revealed that the remnants of Ruby's virginity were now a streak of red atop the shaft of her cock, as she pulled the member free.

Wide silver eyes stared up at her as she once again met the girl's gaze and gave a fierce grin. "So much for gentle.." Blake did not give the other time to think on her words as she tensed her muscles and pushed her feet against the mattress beneath them, her weight pushing Ruby against Velvet's chest.

The rabbit played her part well, holding the human girl in place so Blake's goal was achieved, and most of the cat girl's cock was buried into a tight snatch with little warning. Another scream came as the head of the dick bashed against a cervix, but Blake was too far gone to be denied. Sheer brute force allowed her entry, as she shoved the last few inches into Ruby's body.

Now buried directly into the younger girl's womb, she leaned down to once again share a passionate kiss and silence Ruby's pained protests. Even as she exchanged a good deal of saliva with the other, she pulled herself free, enjoying the way the human girl whined at her absence. She had imagined this before, in the few times she'd found privacy in her dorm. Daydreams of taking the leader of her team had haunted each movement of her hand as she had stroked herself to climax.

But now she was here, and Ruby was staring up at her with those wide silver eyes, silently begging to be filled again. The smaller cock between the other brunette's legs was standing at full attention, having left a small trail of slimy pre up and into Blake's belly button while they had been pressed together. A hand slipped around the youngest girl's side and gripped that pale member, beginning to pump it and cause its owner to squirm in pleasure.

Laying beneath Ruby was Velvet, who looked quite happy to be helping and not on the receiving end of a massive cock. She had surprised Blake. Not only with the depth of her need for sexual satisfaction, but in how she had responded to the scent of a Heat. She had never thought that someone as timid as the bunny would be so easily riled up into the deviant that now played with her partner's little sister right before her eyes.

Blake could wait no longer, as she placed both hands on the hips of the rabbit girl and leaned forward, spearing Ruby once again as she brought all three of their bodies close together. The spasming walls of a pussy welcomed her intrusion, attempting to constrict and contain her member, but she was far from deterred as she forced it deeper into her teammate's body. Saliva trailed from the side of her mouth as she smashed her lips against Ruby's, savoring the taste of sweat and cum as she swept her tongue against its counterpart.

She slid off the side of the pile of flesh a small amount, allowing her knee to be braced against the swollen lips of the bunny's entrance. Now, with each hump that drew her from Ruby before slamming her back home, she pleasured her other lover enough that the rabbit's low moans joined the chorus that was building. It came quick after that, their shared climax, as the rough pace she set drove them further and further into the insanities of passion.

The barbs that lined her shaft hardened, scraping the tunnel that tightened around them in a way that made Ruby howl as the youngest girl's back arched. It moved in concert with Velvet's body, lifting from the bed several inches as girlcum showered Blake's knee and several spurts of sticky white shot across her stomach and navel, where the seed was then smeared by her final thrust into the deepest reaches of her human lover.

She let out a sound that sat between a howl and a moan, emptying the last of her seed into her little rose with a triumphant finish, as she felt the impact of her own cum as it rebounded off the walls of the tiny womb that imprisoned it. It wasn't long until the smaller girl was filled, and sloppy white was dripping between the tight cheeks of an ass.

Desperate panting replaced their yells, as each of the girls collapsed next to one another. Over the course of several minutes, Ruby felt herself manipulated into a position where Blake was behind her, her back pressed to the cat girl's chest. This, of course, was achieved without the delightful plug in her pussy being removed. Velvet sealed the strangely erotic cuddle session by spearing herself on the semi-hard cock still present between Ruby's legs, and pulling her into a tight embrace.

Caught yet again between the two beautiful and wild Faunus, Ruby Rose welcomed the rising tide of unconscious, accompanied by the warm full feeling of the seed stuffed into her womb..


End file.
